9YARDS CAPITAL TERMS OF USE & PRIVACY POLICY

TERMS OF USE

By accessing this website and any materials presented herein (the “Site”), you accept in their entirety and without modification the following terms and conditions pertaining to the use of the Site. 9Yards Capital reserves the right to change the terms, conditions and notices under which this Site is offered without notice at any time. You acknowledge and agree that 9Yards Capital may restrict, suspend or terminate the Terms of Use or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of the Terms of Use as determined in 9Yards Capital’s absolute discretion, and without prior notice or liability. Each use of the Site constitutes your agreement to be bound by the then-current terms and conditions set forth in these Terms of Use. If you do not agree with the Terms of Use, you are not granted permission to access or otherwise use this Site.

Ownership, Limited License to Use the Site

9Yards Capital owns and maintains this Site. All information contained in this Site is confidential and intended solely for the use of those persons that have been granted permission to use this Site. Except as specifically permitted below, nothing contained in these Terms of Use or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce, any image, text, software, code, trademark, logo or service mark contained in the Site, including without limitation the name or logo of 9Yards Capital, any of its affiliates and/or any other entity described on the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site (including without limitation personally-identifiable information) becomes the property of 9Yards Capital and may be used by 9Yards Capital for any lawful purpose without restriction, subject to the Privacy Policy set forth below. 9Yards Capital reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to copyright and trademark ownership of all material contained in the Site.

9Yards Capital grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely for your own private, non-commercial, informational purposes only, and to print pages from the Site only in connection with that use. You may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from 9Yards Capital which may be withheld for any or no reason.

No Offer of Securities; No Advice

THIS SITE AND THE INFORMATION INCLUDED HEREIN IS FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT.

This Site is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site should be construed as a recommendation, by 9Yards Capital, its affiliates or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.

Privacy Policy Notice

THIS NOTICE PROVIDES INFORMATION TO YOU ABOUT THE PRIVACY POLICIES AND PRACTICES WE HAVE ESTABLISHED IN KEEPING WITH FEDERAL PRIVACY AND RELATED LAWS AS WELL AS THE EUROPEAN UNION’S (“EU”) GENERAL DATA PROTECTION REGULATION (REGULATION 2016/679) (THE “GDPR”). TO COMPLY WITH THE GDPR, WE ARE REQUIRED TO PROVIDE CERTAIN ADDITIONAL INFORMATION AS IT PERTAINS TO PERSONAL INFORMATION OF ALL EU RESIDENTS, AS FURTHER DESCRIBED BELOW. 9YARDS CAPITAL RESERVES THE RIGHT TO CHANGE THIS PRIVACY POLICY AT ANY TIME AND TO APPLY SUCH CHANGES RETROACTIVELY.

IF YOU DO NOT CONSENT TO THE TERMS OF THIS PRIVACY POLICY, PLEASE DO NOT USE THE SITE, AND, IF YOU HAVE PROVIDED PERSONAL IDENTIFYING DATA, PLEASE CONTACT 9YARDS CAPITAL ABOUT HOW YOU WOULD LIKE 9YARDS CAPITAL TO HANDLE SUCH DATA. YOU MAY CONTACT 9 YARDS AT INFO@9YARDSCAPITAL.COM

Personal Data/Information

In using portions of the Site, you may be asked to provide 9Yards Capital with personal information about you, your relatives and/or other persons affiliated or designated by you. Personal information is any information that can be used to identify or contact a specific individual or company.

Personal Data and GDPR. Under the GDPR, even information that is nonpublic personal information is considered “Personal Data” subject to data protection and other rights. “Personal Data” is any information relating to an identified or identifiable natural person. In our use of this Personal Data, 9Yards Capital may be characterized as a “Data Controller” under the GDPR. Our affiliates and delegates may act as “Data Processors” under the GDPR. A “Data Controller” is the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data. As a Data Controller, we have limited rights to use your Personal Data for lawful purposes, as outlined below.

Cookies, Analytics and Traffic Data

Cookies are small text files which are transferred from our website, applications or services and stored on your device. Our cookies are typically session cookies (temporary cookies that identify and track users within our websites, applications or services which are deleted when you close your browser or leave your session in the application or service) but may in the future be persistent cookies (cookies which enable our website to “remember” who you are and to remember your preferences within our website, applications or services and which will stay on your computer or device after you close your browser or leave your session in the application or service).

We may keep a record of traffic data which is logged automatically by our servers, such as your Internet Protocol (IP) address, device information, the website that you visited before ours and the website you visit after leaving our site. We also collect some site, application and service statistics such as access rates, page hits and page views. We are not able to identify any individual from traffic data or site statistics.

You may be able to configure your browser or our website, application or service to restrict cookies or block all cookies if you wish, however if you disable cookies you may find this affects your ability to use certain parts of our website, applications or services.

Using Your Personal Data/Information

9Yards Capital may use personally-identifiable information for its own internal purposes, or on behalf of its affiliates. 9Yards Capital will not transfer, sell or disclose such personal information to any other third party without the applicable persons prior consent, except as may be required by law (such as a subpoena, search warrant or other court order, or pursuant to the order of any regulatory body having jurisdiction over 9Yards Capital, its affiliates or funds managed by 9Yards Capital or its affiliates) or to protect the integrity of the Site. In general, 9Yards Capital's business practices limit access to personal information obtained through use of the Site to those members of its personnel who need to know such information to conduct the operations of 9Yards Capital, its affiliates or funds managed by 9Yards Capital or its affiliates.

Lawful Purposes and GDPR. Under the GDPR, we may also collect, store and use your Personal Data where it is necessary for the purposes of the legitimate interests of us or a third party and such legitimate interests are not overridden by your interests, fundamental rights or freedoms.

The GDPR states that the use of Personal Data for direct marketing purposes (that is, providing you with information on products and services that may be of interest) may be regarded as being for the purposes of a legitimate interest. Analyzing Personal Data for quality control, business and statistical analysis, tracking fees and costs, training and related purposes are also legitimate interests for us using your Personal Data.

Accordingly, you understand and agree that we may use your Personal Data for such purposes as described in this Privacy Notice, provided that we are acting in a fair, transparent and accountable manner and have taken appropriate steps to prevent such activity having any unwarranted impact on you and also noting your right to object to such use, as discussed in this Privacy Notice.

Given the specific purposes for which we envisage using your Personal Data, under the provisions of the GDPR, we do not anticipate being required to obtain your consent to do so. Should we wish to use your Personal Data for other specific purposes that require your consent, we will contact you to request your consent for such usage.

Transmitting Your Personal Data/Information

By providing 9Yards Capital with data: (i) you acknowledge and agree that due to the international operations of 9Yards Capital and its affiliates, 9Yards Capital may provide personal information and/or Personal Data, in accordance with this Privacy Policy, to 9Yards Capital’s affiliates that may be outside your resident jurisdiction, and that such data may be stored on servers located in other jurisdictions; and (ii) in certain circumstances, we and/or our authorized affiliates and/or delegates may be legally obligated to share your personal information and/or Personal Data with a national regulatory body or authority and they, in turn, may exchange this information with foreign tax authorities including tax authorities, such as the Internal Revenue Service, that are located outside the European Economic Area (the “EEA”).

Transmission Security, Personal Data Breaches and GDPR. To the extent we or any of our duly authorized affiliates and/or delegates outside the EEA transmit your Personal Data, any such transmission shall be in accordance with the conditions in the GDPR.

We shall notify you of any Personal Data breach affecting you that is likely to result in a high risk to your interests, fundamental rights or freedoms.

Protecting and Securing Your Personal Data/Information

9Yards Capital maintains physical, electronic and procedural safeguards designed to protect such information from unauthorized access or use. 9Yards Capital will use personal information obtained through your use of the Site only in accordance with the Privacy Policy in effect at the time such information was provided.

Personal Data Protection Rights and GDPR.Under the GDPR, you have certain rights regarding our use of your Personal Data including, but not limited to:

· The right to access your Personal Data (in an easily readable form);

· The right to examine and correct your Personal Data;

· The right to restrict the use of your Personal Data;

· The right to withdraw any consent given to the processing of your Personal Data (where applicable);

· The right to receive information regarding any entities we disclose your Personal Data to; and

· The right to lodge a complaint with the relevant authorit(ies).

You also have the right to object to the processing of your Personal Data where we have considered this to be necessary for the purposes of our legitimate interests.

Data Processing and GDPR. As we do not process Personal Data on a large scale, we are not required to designate a data protection officer.

Please note that the right for your Personal Data to be erased (the “right to be forgotten”) that applies in some contexts under the GDPR is not likely to be applicable to most, if not all, of the Personal Data you provide to us, given the specific nature of the purposes for which we use the Personal Data.

No Warranty

9YARDS CAPITAL, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND. 9YARDS CAPITAL HEREBY FURTHER DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION AND MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY.

You acknowledge that you are aware that by using this Site you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.

9YARDS CAPITAL, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 9YARDS CAPITAL, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OF KIND TO, VIRUSES THAT MAY INFECT, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED, ON YOUR COMPUTER OR OTHER PROPERTY, ON ACCOUNT OF YOUR ACCESSING OR USE OF THIS SITE.

Limitation of Liability; Indemnification

IN NO EVENT SHALL 9YARDS CAPITAL, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE USE OF THE SITE; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF 9YARDS CAPITAL, IT’S AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, 9YARDS CAPITAL WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS.

These limitations of liability will apply regardless of: (i) any negligence or gross negligence of any 9Yards Capital party or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

You hereby agree to indemnify, defend and hold 9Yards Capital, its affiliates and their officers, directors, members, principals, investors, agents and employees harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys' fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any claim. 9Yards Capital reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of 9Yards Capital.

Links to Third Party Web Sites

9Yards Capital is responsible only for the content of this Site and it has no control over other websites that may be accessible from this Site, the contents therein or the products/services offered thereby. Hyperlinks to or from this Site do not constitute third party endorsement of, sponsorship by or affiliation with 9Yards Capital.

No Reliance

While 9Yards Capital uses reasonable efforts to update the information contained in the Site, 9Yards Capital makes no representations or warranties as to the accuracy, reliability or completeness of any information at the Site. Any content of the Site is subject to change without notice. As noted above, permission by 9Yards Capital to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice.

This site is not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this site should be construed as a recommendation by 9Yards Capital II LLC (“9Yards Capital”), its affiliates, or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. An investment in any strategy involves a high degree of risk and there is always the possibility of loss, including the loss of principal. Nothing in this site may be considered as an offer or solicitation to purchase or sell securities or other services.